IP Warranties Sample Clauses

IP Warranties. (a) TSI represents and warrants that it owns all necessary rights to use and practice the manufacturing methods its employs in the manufacture of the Product. (b) Fallbrook represents and warrants that, to its knowledge, the Product to the extent claimed by Fallbrook’s issued patents does not infringe any issued and unexpired patents of any third party in the Territory as of the date of this Agreement.
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IP Warranties. Each Party warrants that as of the Effective Date: (a) it owns, or is exclusively licensed under, such Party’s IP; and (b) no claim has been made against such Party alleging that such Party’s Patent Rights are invalid or unenforceable or that the exploitation of such Party’s Patent Rights or such Party’s Know-How infringes or misappropriates any intellectual property right of any Third Party; and (c) it has not granted any Third Party any rights in respect of the Product or that are otherwise inconsistent with the term of this Agreement.
IP Warranties. (a) The Non-Owner Participant undertakes and warrants to Main Roads that: (i) the Non-Owner Participant is the sole legal and beneficial owner of the Intellectual Property assigned by the Non-Owner Participant under clause 31.1(b) and has full power and authority to grant the licence under clause 31.1(d); (ii) the Project Documentation, the Project Works, the Service Works and any other design, materials, documents and methods of working provided or used by or on behalf of the Non-Owner Participant in connection with the Project ("Project Deliverables") do not infringe any Intellectual Property Rights of any Third Party; (iii) the use or exploitation of the Intellectual Property the subject of the assignments under clause 31.1(b) and the licences under clause 31.1(d) by Main Roads will not infringe any Intellectual Property Rights of any Third Party; (iv) if the Non-Owner Participant, in the course of the Project, reproduces, impacts or makes use of any work or other subject matter in which copyright subsists ("Copyright Work"), the Non-Owner Participant will obtain from every person who is an author of that Copyright Work a written consent signed by that person for the benefit of Main Roads, and its successors and assigns, under which (to the maximum extent permitted by Law that person irrevocably and unconditionally consents to Main Roads, its successors and assigns or any person authorised by any of them: (A) changing, relocating, demolishing or destroying, using, disclosing, reproducing, transmitting, exhibiting, communicating, renting, adapting or publishing that Copyright Work anywhere in the world in whatever form Main Roads thinks fit (including the making of any distortions, additions or alterations to that Copyright Work or any adaptation, or to any part of that Copyright Work or of any such adaptation); and (B) using, disclosing, reproducing, transmitting, exhibiting, communicating, renting, adapting or publishing that Copyright Work or any adaptation (or any part of that Copyright Work or of any such adaptation) anywhere in the world without making any identification of that person in relation thereto; and (v) in procuring the consent required under clause 31.2(a)(iv), the Non-Owner Participant will not (and will not encourage or permit anyone else to) apply any duress to any person or make a statement to any person knowing that the statement is false or misleading in a material particular, or knowing that a matter or thing has been omitted fro...
IP Warranties. The Service Provider warrants that: 10.7.1. it will comply with any Special Conditions relating to the Creative Project; 10.7.2. it created or will create the Project Intellectual Property itself or through its employees, officers or agents; 10.7.3. it is the first author of the Project Intellectual Property in Australia whether itself or through its employees, officers, or agents; 10.7.4. the Project Intellectual Property is original and not copied wholly or substantially from any other works or material; 10.7.5. it has created and developed the Project Intellectual Property for or on behalf of Council; 10.7.6. the use of the Deliverables will not infringe the Intellectual Property Rights of any person, including any third party that might have had input or contributed to the production of the Deliverables; 10.7.7. it will not to, subject to this Contract, use, adapt, modify, alter, copy, reproduce, communicate, publish, reverse engineer, disassemble, merge, decode in any way or decompile in whole or any part of the IP For Council, by any means, or allow or cause a third party to do so; 10.7.8. it is not aware of any lawful ground of objection or challenge to the grant or registration of the IP For Council; 10.7.9. nothing in this Contract confers on the Service Provider any rights of ownership over any of the Council Intellectual Property or any tangible embodiments of the Council Intellectual Property all of which (irrespective of the terms and conditions of this Contract) remain the property of Council; 10.7.10. it will not, subject to this Contract, use Council Intellectual Property for any reason; 10.7.11. it is solely responsible for the use, supervision, management, and control of the Council Intellectual Property made available to it; 10.7.12. not threaten, institute, invalidate, challenge, or put in dispute the ownership, use or title of the Council Intellectual Property anywhere in the world; 10.7.13. it will not infringe the Council Intellectual Property; 10.7.14. it will not register or use a business, company, or association (whether incorporated or not) name, domain name or trade mark, which is identical, substantially identical with or deceptively similar to, capable of being confused with or contains any part of Council’s Trade Marks anywhere in the world; 10.7.15. upon reasonable notice by Council, provide Council with access to Service Provider’s premises, the Premises or any other location storing the Deliverables or using the Council I...

Related to IP Warranties

  • Buyer Warranties 38.1 The Buyer represents and warrants that: (a) it has full power and capacity to enter into this Contract; (b) it has the financial capacity to perform its obligations; (c) it does not require the consent of any third party to this Contract or to perform its obligations; (d) they are aware of the rights given to purchasers by sections 217-219 (inclusive)of the Act ; (e) that any alteration, variation or matter referred to in clause 13 of this Contract will not materially prejudice their position and the Buyer agrees to be bound by any such matters or alterations; (f) it has not relied on or been induced to enter into this Contract by any representation or warranty made by the Seller, a consultant of the Seller, an agent of the Seller or any other person other than as expressly set out in this Contract; (g) it has relied on its own independent investigations and enquiries about the Scheme, the development and the Lot in entering into this Contract; (h) it has had the opportunity to obtain independent legal, financial, taxation and accounting advice in relation to the Lot and this Contract; and (i) the Buyer was not introduced to the lot by any person other than the Agent. 38.2 The Buyer agrees that information in brochures, models or other material of any description in connection with the sale of the Lot are indicative only and are not to be relied on or if relied on, the Buyer acknowledges that it elects to do so at its own risk and with full understanding that the Lot and Scheme may vary from the information in those items as represented in any of them, in accordance with the terms of this Contract. Where there is any inconsistency between plans, the sizes, dimensions and measurements on the draft survey plan contained in the Disclosure Statement (as amended from time to time) prevails. 38.3 The Buyer acknowledges and agrees that it has had the opportunity, prior to signing this Contract, to obtain an independent valuation in relation to the Lot and that no representations or warranties about the likely value of the lot at completion has been made by the Seller, a consultant of the Seller, an agent of the Seller. 38.4 The Buyer acknowledges and agrees that it had the opportunity to investigate the Land and the financial viability and/or performance of any investment in the Lot prior to signing this Contract and during the statutory 5 day cooling off period.

  • Our Warranties We warrant that (i) the Services shall perform materially in accordance with the User Manual, and (ii) the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

  • Vendor Warranties 6.1 The vendor warrants that these general conditions 1 to 35 are identical to the general conditions 1 to 35 in the form of contract of sale of land published by the Law Institute of Victoria Limited and the Real Estate Institute of Victoria Pty Ltd in the month and year set out at the foot of this page. 6.2 The warranties in general conditions 6.3 and 6.4 replace the purchaser’s right to make requisitions and inquiries. 6.3 The vendor warrants that the vendor: (a) has, or by the due date for settlement will have, the right to sell the land; and (b) is under no legal disability; and (c) is in possession of the land, either personally or through a tenant; and (d) has not previously sold or granted any option to purchase, agreed to lease or granted a pre-emptive right which is current over the land and which gives another party rights which have priority over the interest of the purchaser; and (e) will at settlement be the holder of an unencumbered estate in fee simple in the land; and (f) will at settlement be the unencumbered owner of any improvements, fixtures, fittings and goods sold with the land. 6.4 The vendor further warrants that the vendor has no knowledge of any of the following: (a) public rights of way over the land; (b) easements over the land; (c) lease or other possessory agreement affecting the land; (d) notice or order directly or indirectly affecting the land which will not be dealt with at settlement, other than the usual rate notices and any land tax notices; (e) legal proceedings which would render the sale of the land void or voidable or capable of being set aside. 6.5 The warranties in general conditions 6.3 and 6.4 are subject to any contrary provisions in this contract and disclosures in the section 32 statement. 6.6 If sections 137B and 137C of the Building Act 1993 apply to this contract, the vendor warrants that: (a) all domestic building work carried out in relation to the construction by or on behalf of the vendor of the home was carried out in a proper and workmanlike manner; and (b) all materials used in that domestic building work were good and suitable for the purpose for which they were used and that, unless otherwise stated in the contract, those materials were new; and (c) domestic building work was carried out in accordance with all laws and legal requirements, including, without limiting the generality of this warranty, the Building Act 1993 and regulations made under the Building Act 1993. 6.7 Words and phrases used in general condition 6.6 which are defined in the Building Act 1993 have the same meaning in general condition 6.6.

  • Vendor’s Warranties CONTRACTOR irrevocably appoints the LEA its agent and attorney-in-fact during the term of this Agreement, so long as the LEA shall not be in default hereunder for the purpose of asserting from time to time whatever claims and rights which CONTRACTOR may have against the Vendor, including warranty claims with respect to the Accepted Buses, but for no other purpose whatsoever. The LEA’s sole remedy for the breach of a warranty shall be against the Vendor and not against CONTRACTOR, nor shall such matters have any effect whatsoever of this Agreement, including the LEA’s obligation to make timely Installment Payments hereunder. The LEA expressly acknowledges that CONTRACTOR makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties from the Vendor.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Service Warranties Contractor warrants that: (i) the Services will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JBE’s acceptance of such Deliverable, and shall continue for a period of one (1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

  • Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided “AS IS”, and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

  • Your Warranties You warrant that You have validly entered into this Agreement and have the legal power to do so.

  • Customer Warranties Customer warrants that (i) if an entity, it is duly organized and validly existing in good standing; (ii) it is duly authorized to execute, deliver, and perform its obligations under this Agreement; (iii) when duly executed and delivered by each Party, the Agreement will constitute Customer’s legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) it is not insolvent and is paying all of its debts as they become due; (v) any payments made pursuant to the Agreement are intended by it to be a substantially contemporaneous exchange for new value given to it; (vi) each payment made of a debt incurred by it under this Agreement is or was in the ordinary course of its business or financial affairs, and (vii) all information supplied by Customer is complete and accurate.

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